FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED)

                  For the fiscal year ended:  December 31, 1999
                                  --------------

                        Commission File number:  33-96292
                                  --------------

                        Fremont Fund, Limited Partnership
                       -----------------------------------
               (Exact name of registrant as specified in charter)

           Indiana                                   35-1949364
--------------------------------         ------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                                  5916 N. 300 West
                                 Fremont, IN  46737
                           ------------------------------
                     (Address of principal executive offices)

                                  (219) 833-1306
                                  --------------
                           Registrant's telephone number

Securities registered pursuant to Section 12(b) of the Act:

  Title of each class.       Name of each exchange on which registered.
  --------------------       ------------------------------------------
  None                       None

         Securities registered pursuant to Section 12(g) of the Act:

                    Units of Limited Partnership Interest
                    -------------------------------------
                               (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.   Yes [   ]   No [ X ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sect 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.     [  ]

State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing.       None

There is no market for the Units of Partnership interests and none is expected
to develop.  This is a commodity pool.  The Units are registered to permit the
initial sale of Units at month end net asset value.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission within 90 days of each of the years ended
December 31, 1996 and December 31, 1997, at Registration No. 33-96292.

Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 33-96292,
particularly the Prospectus dated August 12, 1996, as amended by its post
effective amendments, are incorporated by reference to Parts I, II, III, and
IV.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission within 90 days of each of the years ended
December 31, 1996, 1997 and 1998 at Registration No. 33-96292.

Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 33-96292,
particularly the Prospectus dated August 12, 1996, as amended by its post
effective amendments, are incorporated by reference to Parts I, II, III, and
IV.

                                   PART I

Item 1.  Business

On August 12, 1996, Registrant, through the efforts of its General Partner,
commenced the sale of Limited Partnership Units at the price established by
the General Partner of $1,000 per Unit.  The Units were sold and continued to
be offered through World Invest Corporation, a National Association of
Securities Dealers, Inc. registered broker dealer.  In November, 1996, upon
the sale of a total of $600,000 in face amount of Units, the Registrant
terminated the escrow established to collect the initial sales proceeds and
commenced its principal business, the trading of commodities.   It is
presently engaged in the trade of commodities and expects that activity to be
continuous.

Mr. Michael Frischmeyer, a National Futures Association registered commodity
trading advisor ("CTA") was originally the sole person authorized by the
Registrant to select trades.  However, because the trading results had
produced losses of 28% since inception of trading, the General Partner, has
selected other CTAs to trade.  Currently, Bell Fundamental Futures, LLC is
the sole CTA.  The CTA is paid a management fee of four percent (4%) of the
equity assigned to it to manage plus an incentive fee of fifteen percent
(15%) of New Net Profit, as that term is defined in the partnership agreement
which governs the operation of the Registrant.  The partnership agreement is
included as Exhibit A to the registration statement and is incorporated
herein by reference.

After the commencement of business, the sale of Limited Partnership Units
were made and continue to be made at an offering price determined at the end
of each month after consideration of all profits, losses and expenses
incurred by the Partnership.  In April of 1997, sales of Units were suspended
because the broker dealer selected to make the sales elected, for reasons
unrelated to the Fund, to leave the broker dealer business.  The Fund has
selected Futures Investment Company, an NASD member broker dealer affiliated
with the principal of the General Partner, as the successor broker dealer.
Sales of Units are expected to resume in the near future.

None of the purchasers of Limited Partnership Units have a voice in the
management of the Partnership.  Reports of the Net Asset Value of the
Partnership are sent to all purchasers of Units at the end of each month.
The General Partner provides its management services for a management fee of
two percent (2%) per year payable at the rate of one-sixth of one percent
(1/6th of 1%) per month.

Futures Investment Company, an introducing broker which is Affiliated with
the General Partner, provides all clearing costs, including pit brokerage
fees, which include floor brokerage, NFA and exchange fees for one percent
(1%) of total equity per month [twelve percent (12%) per year] on deposit at
ABN AMRO, the independent futures commission merchant selected by the General
Partner to hold the funds of the partnership.

The business of the Partnership is regulated by the Commodity Futures
Exchange Commission pursuant to the Commodity Exchange Act.  These legal
safeguards are not intended to protect investors from the risks inherent in
the trading of commodities.  The trading of commodities is highly speculative
and risky.  For a complete description of the risks and regulation of the
business of the Partnership, see the Registration Statement for the
partnership on file with the Securities and Exchange Commission at No. 33-
96292, particularly the Prospectus dated August 12, 1996, as amended by its
post effective amendments, which are incorporated herein by reference.

Item 2.  Properties

Registrant maintains the majority of its assets on deposit at ABN AMRO, 208
South LaSalle Street, Chicago, IL 60604.  ABN AMRO is registered with the
National Futures Association pursuant to the Federal Commodity Exchange Act
as a commodity futures commission merchant.  The trading of commodities is
highly speculative and the Registrant is at unlimited risk of loss, including
the pledge of all of its assets, to the trades made on its behalf of the
commodity trading advisor in the commodity markets.

Item 3.  Legal Proceedings

There have been no legal proceedings against the Registrant, its General
Partner, or any of its Affiliates, directors or officers.  Neither the
commodity trading advisor nor the commodity futures commission merchant
selected by the Registrant have had any legal proceedings against them, any
of its Affiliates, directors or officers which would materially effect the
operation of the Registrant or its business.

The Registrant is not aware of any threatened or potential claims or legal
proceedings to which the Registrant is a party or to which any of its assets
are subject.

Item 4.  Submission of Matters to a Vote of Security Holders

No matters occurred during the period from December 31, 1998 to December 31,
1999 or to the date of filing of this Form 10-K which were submitted to or
required a vote of the Partners.   All of the day to day management of the
Registrant is performed by its corporate General Partner.  The Limited
Partners, (sic the Security Holders), have no right to participate in the
management of the Partnership.  All of their voting rights, as defined in the
Partnership Agreement, are limited to the selection of the General Partner,
amendments to the Partnership Agreement, and other similar decisions.

                                   PART II

Item 5.  Market for Registrant's Limited Partnership Units

The Partnership desires to be taxed as a partnership and not as a
corporation.  In furtherance of this objective, the Partnership Agreement
requires a security holder to obtain the approval of the General Partner
prior to the transfer of any Units of Partnership interest.  Accordingly,
there is no market for the Units and none is likely to develop.  The Partners
must rely upon the right of Redemption provided in the Partnership Agreement
to liquidate their interest.

The Partnership has less than 300 holders of its securities.  Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market will
develop and the right of redemption will be the sole expected method of
withdrawal of equity from the Partnership.  See the Prospectus dated August
12, 1996, as amended by its post effective amendments, particularly the
Partnership Agreement attached as Exhibit A, incorporated herein by
reference, for a complete explanation of the right of redemption provided to
Partners.

Item 6.  Selected Financial Data

Registrant is not required to pay dividends or otherwise make distributions
and none are expected.  The Partners must rely upon their right of redemption
to obtain their return of equity after consideration of profits, if any, and
losses from the Partnership.  See the Prospectus dated August 12, 1996, as
amended by its post effective amendments, incorporated herein by reference,
for a complete explanation of the allocation of profits and losses to a
partners capital account.

Following is a summary of certain financial information for the Registrant
for the period from  January 1, 1999 to December 31,1999.

                                                                1999

Realized Gain (Loss) From Trading In Futures             $      89,220
Change in Unrealized Gains (Losses) on Open Contracts           (4,125)
Interest Income                                                 23,546
Management Fees                                                 26,645
Incentive Fees                                                   6,748
Net Income (Loss)                                              (16,936)
General Partner Capital                                         19,404
Limited Partner Capital                                        548,391
Total Partnership Capital                                      567,795
Net Income (Loss) Per Limited and
 General Partner Unit*                                          (20.03)
Net Asset Value Per Unit At
 End of Year                                                    643.98
----------------

* Based on weighted average units outstanding

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation.

The initial start-up costs attendant to the sale of partnership interests by
use of a Prospectus which has been filed with the Securities and Exchange
Commission are substantial.  The results of the partial year 1996 reflected
the absorption of these costs by the Partnership.

The Partnership Agreement grants the right to the General Partner to select
the trading advisor or advisors and to otherwise manage the operation of the
Partnership.  See the Prospectus dated August 12, 1996, as amended by its
post effective amendments, incorporated by reference herein, for an
explanation of the operation of the Partnership.

Item 8.  Financial Statements and Supplementary Data.

The Partnership financial statements as of December 31, 1999, were prepared
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 and were audited by Frank L. Sassetti & Co., Certified Public
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each
Partner, and are incorporated herein by reference and are provided at Pages
F-1 through F-10 of this Form 10-K.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

No disagreements with the accountants identified in Item 8 above or any other
experts selected by the Partnership in regard to the Prospectus dated August
12, 1996, as amended by its post effective amendments, or the financial
statements have occurred since the formation of the Partnership on October
13, 1994, to the date of filing of this Form 10-K.

                                   Part III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant is a Limited Partnership which acts through its corporate
general partner.  Accordingly, the Registrant has no Directors or Executive
Officers.

The General Partner of the Registrant is Pacult Asset Management,
Incorporated, a Delaware corporation.  The General Partner is registered as a
commodity pool operator pursuant to the Commodity Exchange Act and Ms. Shira
Del Pacult, age 43, is its sole shareholder, director, registered principal,
and executive officer.  The background and qualifications of Ms. Pacult are
disclosed in the Prospectus dated August 12, 1996, as amended by its post
effective amendments, incorporated herein by reference.  Ms. Pacult is also a
registered representative with Futures Investment Company, the broker dealer
which will serve as underwriter of the "best efforts" offering of the Units
once sales are resumed.

Since April, 1998, the General Partner has operated a separate, privately
offered commodity pool called Auburn Fund, Limited Partnership.  Ms. Pacult
is also the principal of the general partner of two other commodity pools,
Atlas Futures Fund, Limited Partnership, which commenced business in October,
1999 and Bromwell Financial Fund, LP, which has not yet commenced business.

Item 11.  Executive Compensation.

The Registrant pays its General Partner a management fee of two percent (2%)
per year, payable monthly, to serve the Partnership in an executive capacity.
All operating costs related to management of the Partnership, including
compensation to Ms. Pacult, are paid from that management fee.

Ms. Pacult also earns compensation from the sale of the Units through the
Affiliated selling broker and from the fixed commissions paid by the
Partnership to the Affiliated introducing broker.  The amounts to be paid to
the affiliated companies which results in compensation to Ms. Pacult are
disclosed in the Prospectus dated August 12, 1996, as amended by the post
effective amendments, which are incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

(a)  No partners own more than five percent (5%) of the total equity of the
partnership.

(b)  Pursuant to the terms of the Partnership Agreement and the offering, the
General Partner must maintain no less than one percent (1%) of the total
equity of the partnership.  As of December 31, 1999, the General Partner
owned 30 Units of Limited Partnership interests.

(c)  The Limited Partnership Agreement governs the terms upon which control
of the Partnership may change.  No change in ownership of the Units will,
alone, determine the location of control.  A vote of the limited partners is
required to change the control from the General Partner to another general
partner.  Control of the management of the Partnership may never vest in one
or more Limited Partners.  There were no changes in control of the
Partnership from inception of operations to the date of the filing of this
Form 10-K.

Item 13.  Certain Relationships and Related Transactions.

The General Partner has sole discretion over the selection of trading
advisors.  The Affiliated introducing broker is paid a fixed commission for
trades and, therefore, the General Partner has a potential conflict in the
selection of a trading advisor who makes few trades rather than produces
profits for the Partnership.  This conflict and others are fully disclosed in
the Prospectus dated August 12, 1996, as amended by its post effective
amendments, which are incorporated herein by reference.

                                   Part IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

(a)    1. Financial Statements

       See Index to Financial Statements for the period ended December 31,
       1999.

       The Financial Statements begin on page F-1.

(a)    2. Financial Schedules

       Not applicable, not required, or included in the Financial Statements.

(a)    3. Exhibits.

Incorporated by reference from Form S-1, and all amendments at file No. 33-
96292 previously filed with the Washington, D. C. office of the Securities
and Exchange Commission, particularly, the Prospectus dated August 12, 1996,
as amended by its post effective amendments.

<TABLE>
<CAPTION>
Exhibit
Number    Description of Document                                               Date Filed

<S>       <C>                                                                   <C>
(1) - 01  Selling Agreement dated March 12, 1996, among the Partnership, the
          General Partner, and World Invest Corporation, the Broker/Dealer.     March 12, 1996
(1)-02	 Selling Agreement dated July 22, 1997, among the partnership, the
          General Partner and Futures Investment Company, the Broker/Dealer     July 28, 1997
(2)       None
(3) - 01  Articles of Incorporation of the General Partner                      August 28, 1995
(3) - 02  By-Laws of the General Partner                                        August 28, 1995
(3) - 03  Board Resolution of General Partner to authorize formation of
          Indiana Limited Partnership                                           August 28, 1995
(3) - 04  Amended and Restated Agreement of Limited Partnership of the
          Registrant dated January 12, 1996
          (included as Exhibit A to the Prospectus).                            April 11, 1996
(3) - 05  Indiana Secretary of State acknowledgment of filing of Certificate
          of Limited Partnership                                                April 11, 1996
(3) - 06  Certificate of Limited Partnership, Designation of Registered Agent
          and Certificate of Initial Capital filed with the Indiana Secretary
          of State on January 12, 1996                                          April 11, 1996
(4) - 01  Amended and Restated Agreement of Limited Partnership of the
          Registrant dated January 15, 1996
          (included as Exhibit A to the Prospectus).                            April 11, 1996
(5) - 01  Opinion of The Scott Law Firm relating to the legality of the
          Partnership Units.                                                    August 28, 1995
(6)       Not Applicable
(7)       Not Applicable
(8) - 01  Opinion of The Scott Law Firm with respect to Federal income tax
          consequences.                                                         March 12, 1996
(9)       None
(10) - 01 Form of Advisory Agreement between the Partnership and the CTA
          (included as Exhibit F to the Prospectus)                             August 28, 1995
(10) - 02 Form of New Account Agreement between the Partnership and the FCM     March 12, 1996
(10) - 03 Form of Subscription Agreement and Power of Attorney
          (included as Exhibit D to the Prospectus).                            March 12, 1996
(10) - 04 Escrow Agreement among Escrow Agent, Underwriter, and the
          Partnership.  (included as Exhibit E to the Prospectus).              August 28, 1995
(10) - 05 Introducing Broker Clearing Agreement dated the 19th day of October,
          1995, by and between The Chicago Corporation as futures commission
          merchant (the "FCM") and Futures Investment Co. as introducing
          broker (the "IB")                                                     April 11, 1996
(11)      Not Applicable - start-up business
(12)      Not Applicable
(13)      Not Required
(14)      None
(15)      None
(16)      Not Applicable
(17)      Not Required
(18)      Not Required
(19)      Not Required
(20)      Not Required
(21)      None
(22)      Not Required
(23) - 01 Consent of Frank L. Sassetti & Co., Certified Public Accountants      December 14, 1998
(23) - 02 Consent of James Hepner, Certified Public Accountant                  August 28, 1995
(23) - 03 Consent of The Scott Law Firm.                                        August 5, 1996
(23) - 04 Consent of Michael J. Frischmeyer, CTA                                August 5, 1996
(23) - 05 Consent of World Invest Corporation                                   August 5, 1996
(23) - 06 Consent of Escrow Agent                                               August 28, 1995
(23) - 07 Consent of The Chicago Corporation                                    June 7, 1996
(22) - 08 Consent of Futures Investment Company                                 July 28, 1997
(23) - 09 Consent of Durland & Company                                          To be supplied
(24)      None
(25)      None
(26)      None
(27)      Not Applicable
(28)      Not Applicable
(99) - 01 Subordinated Loan Agreement for Equity Capital                        April 11, 1996
(99) - 02 Representative's Agreement between World Invest Corporation and
          Shira Del Pacult dated December 10, 1992                              June 7, 1996
(99) - 03 New Account Form for Futures Investment Company                       July 28, 1997
</TABLE>

(d) Reports on Form 8-K:  none

(e) Exhibits filed herewith:  none

(f) Financial Schedules filed herewith:  not applicable, not required or
included with the financial statements

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 1999, to be signed on its behalf by the undersigned,
thereunto duly authorized.

Registrant:                         Fremont Fund, Limited Partnership
                                    By Pacult Asset Management, Inc.
                                    Its General Partner


Date: March 31, 2000                By: s/ Shira Del Pacult
                                        Ms. Shira Del Pacult
                                        Sole Director, Sole Shareholder
                                        President and Treasurer

*******************************************************************************
                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                              FOR THE YEARS ENDED
                       DECEMBER 31, 1999, 1998 AND 1997
                       (With Auditors' Report Thereon)










                               GENERAL PARTNER:
                         Pacult Asset Management, Inc.
                                 2990 West 120
                            Fremont, Indiana  46737


                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                 YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997




                               TABLE OF CONTENTS


                                                       Page

Independent Auditors' Report                           F-1

Financial Statements -
      Balance Sheet                                    F-2

      Statement of Operations                          F-3

      Statement of Partners' Equity                    F-4

      Statement of Cash Flows                          F-5

      Notes to Financial Statements                 F-6 - F-10

      Letter of Attestation                            F-11



To The Partners
Fremont Fund, Limited Partnership
Fremont, Indiana


                         INDEPENDENT AUDITORS' REPORT


      We have audited the accompanying balance sheets of FREMONT FUND,
LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the related
statements of operations, partners' equity and cash flows for each of the
three years in the period ended December 31, 1999.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based
on our audits.

      We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FREMONT FUND,
LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1999 in conformity with generally accepted accounting
principles.



Accountants:  Frank L. Sassetti & Co.
              Certified Public Accountants


Date:  March 3, 2000             By:
                                      Frank L. Sassetti & Co.
                                      Certified Public Accountants

                                      F-1


                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                                 BALANCE SHEET

                          DECEMBER 31, 1999 AND 1998


                                    ASSETS


                                                     1999            1998

Cash  (Note 7)                                     $  6,824       $  9,891
United States Treasury Obligations (Note 6)                        553,832
Accrued interest receivable                           2,479          2,061
Prepaid commissions                                                  1,658
Equity in Commodity Futures Trading Accounts -
      Cash (Note 6)                                 604,508         74,443
      Net unrealized gain (loss) on open
       commodity futures contracts  (Note 8)         (4,125)

                                                   $609,686       $641,885




      LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
      Accrued commissions payable                  $  1,555       $
      Accrued management fees payable                 2,903          6,314
      Accrued accounting fees payable                 2,339          1,306
      Accrued auditing fees payable                   6,845          1,495
      Partner redemptions payable                    28,249         10,262

            Total Liabilities                        41,891         19,377


PARTNERS' CAPITAL
      Limited partners - (851.57 units and 879.78
       units in 1999 and 1998, respectively)        548,391        601,895
      General partner - (30.13 units)                19,404         20,613

            Total Partners' Capital                 567,795        622,508

                                                   $609,686       $641,885


                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                            STATEMENT OF OPERATIONS

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997





                                              1999       1998       1997

REVENUES
      Realized gain (loss) from trading
       in futures                           $  89,220  $11,037   $  (1,667)
      Realized gain from trading options        2,390   20,482      24,413
      Realized gain (loss) on exchange
       rate fluctuation                            31     (367)        335
      Changes in unrealized gains (loss) on
       open commodity futures contracts        (4,125)   2,880     (20,769)
      Interest income                          23,546   37,716      49,620
      Redemption penalty income                          4,276         236

            Total Revenues                    111,062   76,024      52,168


EXPENSES
      Commissions                              60,669   90,478     112,058
      Management fees                          26,645   46,097      57,264
      Incentive fees                            6,748    4,390
      Professional accounting and legal fees   32,292   26,582      27,137
      Other operating and administrative
       expenses                                 1,644      445       1,382
      Amortization of organization costs                   915       1,220

            Total Expenses                    127,998  168,907     199,061


NET INCOME (LOSS)                           $ (16,936)$(92,883)  $(146,893)


NET INCOME (LOSS) -
      Limited partnership unit              $  (20.03)$ (91.71)  $ (119.19)

      General partnership unit              $  (40.13)$ (51.81)  $  (98.90)




                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         STATEMENT OF PARTNERS' EQUITY

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997



                          Limited       General            Total
                         Partners       Partners      Partners' Equity
                     Amount    Units   Amount  Units  Amount     Units

Balance -
 December 31, 1996  $768,498    876   $25,154   30   $793,652      906

Additions of
 362 units           331,221    362                   331,221      362

Withdrawals of
 31 units            (23,724)   (31)                  (23,724)     (31)

Net loss            (143,913)          (2,980)       (146,893)

Balance -
 December 31, 1997   932,082  1,207    22,174   30    954,256    1,237

Withdrawals of
 327 units          (238,865)  (327)                 (238,865)    (327)

Net loss             (91,322)          (1,561)        (92,883)

Balance -
 December 31, 1998   601,895    880  $ 20,613   30   $622,508      910

Additions of
 331 units           199,321    331                   199,321      331

Withdrawals of
 359 units          (237,098)  (359)                 (237,098)    (359)

Net loss             (15,727)          (1,209)        (16,936)

Balance -
 December 31, 1999  $548,391    852  $ 19,404   30   $567,795      882


                         December 31,     December 31,     December 31,
                            1999              1998             1997

Value per unit            $ 643.98         $ 684.14          $ 771.05

Total partnership units     881.70           909.91          1,237.60


                       FREMONT FUND, LIMITED PARTNERSHIP
                       (An Indiana Limited Partnership)

                            STATEMENT OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


                                          1999          1998         1997

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                    $ (16,936)    $ (92,883)   $(146,893)
  Adjustments to reconcile net income
   to net cash provided by operating
    activities -
     Amortization of organization costs                    915        1,220
     Changes in operating assets and
      liabilities -
       Equity in Commodity Future
        Trading Accounts                (525,940)       39,271      180,590
       Accrued interest receivable          (418)        6,693       (6,375)
       U. S. Treasury Obligations        553,832       279,328     (470,508)
       Prepaid commissions                 1,658        (1,658)
       Accrued commissions payable         1,555       (12,666)      (1,396)
       Management and incentive
        fees payable                      (3,411)         (230)       2,994
       Accounting fees payable             1,033          (717)       1,289
       Auditing fees payable               5,350        (2,005)       3,500
       Due to partners                    17,987        (3,321)       2,723

            Net Cash Provided by
              (Used in) Operating
                Activities                34,710       212,727     (432,856)


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of units, net
   of sales commissions                  218,746                    331,221
  Syndication and registration costs     (19,425)
  Partner redemptions                   (237,098)     (238,865)     (23,724)

            Net Cash Provided by
              (Used in) Financing
                Activities               (37,777)     (238,865)     307,497

NET INCREASE (DECREASE) IN CASH           (3,067)      (26,138)    (125,359)

CASH -
  Beginning of period                      9,891        36,029      161,388

  End of period                        $   6,824     $   9,891    $  36,029


                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998 AND 1997


1.      NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

            Fremont Fund, Limited Partnership (the Fund) was formed January
12, 1995.  The Fund is engaged in speculative trading of futures contracts in
commodities.  Pacult Asset Management, Inc. is the General Partner and the
commodity pool operator (CPO) of Fremont Fund, Limited Partnership.  The
commodity trading advisor (CTA) is Bell Fundamental, who has the authority to
trade so much of the Fund's equity as is allocated to it by the General
Partner.

      Income Taxes  -  In accordance with the generally accepted method  of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.

      Registration Costs  -  Costs incurred for the initial registration with
the Securities and Exchange Commission, National Association of Securities
Dealers, Inc., Commodity Futures Trading Commission, National Futures
Association (the "NFA") and the states where the offering was made and
secondary registration costs were accumulated, deferred and charged against
the gross proceeds of offering at the respective closings.  Recurring
registration costs, if any, will be charged to expense as incurred.

      Revenue Recognition  -  Commodity futures contracts are recorded on the
trade date and are reflected in the accompanying Balance Sheet at the
difference between the original contract amount and the market value on the
last business day of the reporting period.

            Market value of commodity futures contracts is based upon
exchange closing quotations.



                                      F-6

                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998 AND 1997


1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from these
estimates.

      Statement of Cash Flows - Net cash provided by operating activities
includes no cash payments for interest or income taxes for the years ended
December 31, 1999, 1998 and 1997 since the Fund has no debt nor pays federal
income taxes.  For purposes of the Statement of Cash Flows, the Fund
considers only cash and money market funds to be cash equivalents.


2.      GENERAL PARTNER DUTIES

            The responsibilities of the General Partner, in addition to
directing the trading and investment activity of the Fund, include executing
and filing all necessary legal documents, statements and certificates of the
Fund, retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of the names, addresses and numbers
of units owned by each Limited Partner and taking such other actions as
deemed necessary or desirable to manage the business of the Partnership.


3.      THE LIMITED PARTNERSHIP AGREEMENT

            The Limited Partnership Agreement provides, among other things,
that -

      Capital Account - A capital account shall be established for each
partner.  The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.

                                      F-7


                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998 AND 1997



3.      THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED

      Monthly Allocations - Any increase or decrease in the Partnership's
net asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.

            Any distribution from profits or partners' capital will be made
solely at the discretion of the General Partner.

      Allocation of Profit and Loss for Federal Income Tax Purposes -As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.

      Redemption - No partner may redeem or liquidate any Units until six
months after the commencement of trading.  A Limited Partner may withdraw any
part or all of his units from the Partnership at the Net Asset Value per Unit
as of the last day of any month on ten days prior written notice to the
General Partner.  A redemption fee payable to the Partnership of a percentage
of the value of the redemption request bears the following schedule.  This
fee is to be applied first to pay organization and initial registration costs
of the Partnership and, thereafter, to the benefit of the other Partners in
proportion to their capital accounts.

            *      4% if such request is received prior to the end of the
sixth month after the commencement of trading.

            *      3% if such request is received during the seventh to
twelfth months.

            *      2% if such request is received during the thirteenth to
eighteenth months.

            *      1% if such request is received during the nineteenth to
twenty-fourth months.

            *      0% thereafter.



                                      F-8


                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998 AND 1997



4.      FEES

                        The Fund is charged the following fees on a monthly
basis since the commencement of trading on November 14, 1996.

            *      A management fee of 4% (annual rate) of the Fund's net
assets allocated to each CTA to trade will be paid to each CTA and 2% of
equity to the Fund's General Partner.

            *      An incentive fee of 15% of "new trading profits" will be
paid to each CTA.  "New trading profits" includes all income earned by each
CTA and expense allocated to his activity.  In the event that trading
produces a loss, no incentive fees will be paid and all losses will be
carried over to the following months until profits from trading exceed the
loss.

            *      The Fund will pay fixed commissions of 12% (annual rate)
of net assets, payable monthly, to the Introducing Broker affiliated with the
General Partner.  The Affiliated Introducing Broker will pay the costs to
clear the trades to the futures commission merchant and all PIT Brokerage
costs which shall include the NFA and exchange fees.


5.      REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS

                        Certain trades executed by the Fund are denominated
in foreign currencies.  Gains and losses on these transactions are recorded
as futures trading gains or losses at the U. S. dollar equivalent on the date
the trade is settled.  Exchange rate fluctuation gain or loss is reflected
when residual amounts of foreign currencies are reconverted to U. S. dollars.


6.      PLEDGED ASSETS

                        The U. S. Treasury Obligations and cash in trading
accounts are pledged as collateral for commodities trading on margin.


                                      F-9


                       FREMONT FUND, LIMITED PARTNERSHIP
                        (An Indiana Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 1999, 1998 AND 1997



7.      CONCENTRATIONS OF CREDIT RISK

                        The Fund maintains its cash balances at a high credit
quality financial institution.  The balances may, at times, exceed federally
insured credit limits.


8.      OFF BALANCE SHEET RISK

                        As discussed in Note 1, the Fund is engaged in
speculative trading of futures contracts in commodities.  The carrying
amounts of the Fund's financial instruments and commodity contracts generally
approximate their fair values at December 31.  Open commodity contracts had a
gross contract value of $136,800 on short positions at December 31, 1999.
There were no open commodity contracts as of December 31, 1998.  Open
commodity contracts had a gross contract value of $272,220 on long positions
at December 31, 1997.

                        Although the gross contract values of open commodity
contracts represent market risk, they do not represent exposure to credit
risk, which is limited to the current cost of replacing those contracts in a
gain position.  The unrealized gain (loss) on open commodity future contracts
at December 31, 1999, 1998 and 1997 was $(4,125), $0 and $(2,880),
respectively.


                                      F-10